1. Additionally, the Reporting Person owns, directly or indirectly, limited partnership interests in CBL & Associates Limited Partnership, a Delaware limited partnership (the "Operating Partnership"), that, together with the partnership interests of other limited partners in the Operating Partnership which are controlled by the Reporting Person, may be exchanged at any time for an aggregate of 15,729,378 shares of the Issuer's Common Stock (on a one-for-one basis) or cash, at the Issuer's election.

2. The Common Units are exercisable on a 1 to 1 ratio with no exercise price.

3. Immediately exercisable.

4. Includes 58,203 Common Units owned directly by CBL Employees Partnership/Conway, a general partnership controlled by the Reporting Person.

5. Includes 92,793 Common Units owned directly by Foothills Plaza Partnership, a general partnership controlled by the Reporting Person.

6. Includes 7,254 Common Units owned directly by Girvin Road Partnership, a general partnership controlled by the Reporting Person.

7. Includes 50,425 Common Units owned directly by Warehouse Partnership, a general partnership controlled by the Reporting Person.

8. The Reporting Person disclaims beneficial ownership of hte reported securities except to the extent of its pecuniary interest therein.

/s/ CBL & Associates, Inc. by: Charles B. Lebovitz, Chairman

01/15/2013

** Signature of Reporting Person

Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person,
see
Instruction
4
(b)(v).